CONTRACT FOR COMPUTER AND TELECOMMUNICATIONS SERVICES

DISCLAIMER - FREE, NOT-FOR-PROFIT USE OF THE PRINCIPLES
AND PROVISIONS OF THIS AGREEMENT IS ALLOWED, AND
UNRESTRICTED DUPLICATION BY PHOTOCOPYING, ELECTRONIC
OR OTHER MEANS IS ALLOWED FOR NON-COMMERCIAL USE,
PROVIDED ONLY THAT ANY PERSON OR ORGANIZATION MAKING
USE OF THIS AGREEMENT SHALL OBTAIN INDEPENDENT
PROFESSIONAL LEGAL, TAX, AND TECHNICAL ADVICE AND WILL
REPRODUCE THIS NOTICE, AND THE ACKNOWLEDGEMENTS AT
THE END THIS AGREEMENT, IN ANY SUCH USE AND MAY NOT
RELY UPON THIS AGREEMENT EXCEPT AS AN EXAMPLE
AGREEMENT ONLY. ALL OTHER USES ARE PROHIBITED WITHOUT
PRIOR WRITTEN CONSENT.

1. ISTHMUS CORPORATION (ISTHMUS) owns and or leases
computer equipment, telecommunications equipment, and digital
electronic access to the global network of computers and people
sometimes called the "Matrix", and composed of several sub-networks,
of which one is commonly known as the "Internet";
ISTHMUS is a for-profit business, providing Internet connectivity
through dial-up and direct connections, providing electronic mail
(email) accounts, UNIX shell accounts, Internet protocol accounts,
domain registration services, World Wide Web servers, hypertext
mark-up language (HTML) services and training, and providing other
related services to business, schools, higher education institutions,
and governments.

2. HURON VALLEY COMMUNITY NETWORK (HVCN) is a non-profit,
tax-exempt corporation formed for the purpose of establishing and
maintaining an electronic telecomputing network for the benefit of the
residents, governments, and organizations located in, or doing
business in Washtenaw County, Michigan, with the goal of providing
free and low-cost electronic mail, Internet access, training, and other
related services in keeping with its tax exempt status and public
service missions; HVCN will raise funds by soliciting public, private,
business, and governmental donations, and with membership fees, as
well as other methods permitted under the Internal Revenue Code
and IRS Regulations related to tax-exempt corporations under IRC
Section 501(c)(3) and related sections.

3. THE PURPOSE OF THIS CONTRACT is to establish a written
statement of the understandings of the parties and the points of
agreement they have reached to date, to enable ISTHMUS to provide
certain facilities, services, equipment, and telecomputing connectivity
to HVCN for the purpose of enabling and enhancing the public
services HVCN desires to provide to the public in Washtenaw County,
Michigan, and;

a. To provide the basis for HVCN to use the computer programs,
computer hardware, telecommunications equipment, and
technical expertise of ISTHMUS, alone, or in present or
eventual combination with similar and additional assets of
HVCN.

b. To provide enhanced public awareness of the for-profit
services of ISTHMUS, and to provide a means for ISTHMUS to
provide a valuable public service in conjunction and
cooperation with HVCN.

4. ACCEPTABLE USE POLICIES - All operations under this agreement,
interim or permanent, are dependent upon, and are specifically
conditioned upon ISTHMUS AND HVCN agreeing upon non-
conflicting ACCEPTABLE USE POLICIES and no obligation, right, or
duty under this agreement shall be binding till such agreement on
non-conflicting Acceptable Use Policies are reduced to writing,
accepted by the respective boards of directors, and executed by the
chief executive officers of ISTHMUS and HVCN.

a. ISTHMUS CORPORATION is a for profit affiliate of MERIT
NETWORK, INC., and has agreed to abide by the acceptable
use policies of MERIT NETWORK, INC.; HVCN intends to
become a COMMUNITY SERVICE AFFILIATE (not-for-profit) of
MERIT NETWORK, INC.; both ISTHMUS and HVCN agree that
they shall abide by the ACCEPTABLE USE POLICIES of MERIT
NETWORK, INC., as well as the ACCEPTABLE USE POLICIES
of each other, as applicable, provided that HVCN agrees that
its ACCEPTABLE USE POLICIES may not restrict, lessen, or in
any way control the ACCEPTABLE USE POLICIES of
ISTHMUS; and ISTHMUS agrees that it may not impose
ACCEPTABLE USE POLICIES upon HVCN that would
jeopardize the standing of HVCN as a public service, tax-
exempt, public-trust-like service to all citizens in Washtenaw
County, Michigan, and the parties agree that the remedy for
conflict in application of the principles of each other's
ACCEPTABLE USE POLICIES shall be termination of the
relationship and this contract.

b. A copy of the ACCEPTABLE USE POLICY OF MERIT
NETWORK, INC., is attached as exhibit "A", that of ISTHMUS
CORPORATION is attached as exhibit "B", and that of HURON
VALLEY COMMUNITY NETWORK is attached as exhibit "C" to
this agreement; HURON VALLEY COMMUNITY NETWORK will
cause its registered members and users to acknowledge
acceptance of these ACCEPTABLE USE POLICIES, in writing
before full access to the HURON VALLEY COMMUNITY
NETWORK computers and programs is authorized or allowed.

5. FINANCIAL PERFORMANCE BY HVCN CONTINGENT - HURON
VALLEY COMMUNITY NETWORK (HVCN) does not have the
immediate capability to perform the financial obligations stated in this
agreement, and ISTHMUS acknowledges this inability on the part of
HVCN, but ISTHMUS is willing and able to, and does by this
agreement, allow HVCN a reasonable time, not to exceed SIX (6)
months, in which to raise sufficient (in the opinion of HVCN) funds to
proceed with this contract.

6. IF HVCN FAILS TO RAISE THE FUNDS TO PERFORM within the
six (6) month period provided in paragraph 5 above, then, at the
option of either party, this agreement may be cancelled and neither
party shall have any obligation to perform any of the promises under
this agreement, unless the parties agree in writing to extend or
otherwise modify this agreement.

7. EXISTING CENTRAL PROCESSING UNITS AND OPERATING
SOFTWARE OF ISTHMUS - HVCN acknowledges that ISTHMUS is
presently using Sun Microsystems, Inc. SPARC central processing
units, and is operating Sun SOLARIS operating system software, a
Sun version of UNIX operating system, and during the term of the
contractual relationship between ISTHMUS and HVCN, HVCN will run,
operate, acquire, and install, as necessary or desired, programs and
equipment compatible with ISTHMUS equipment; all such equipment
shall be subject to technical approval of ISTHMUS to ensure
compatibility with equipment of ISTHMUS.

a. ISTHMUS MAY ALLOW HVCN, UNDER GUIDELINES AND
PROCEDURES ACCEPTABLE TO ISTHMUS, to install, modify,
run, test, debug, and demonstrate the utility, feasibility, and
usefulness of the proposed software, file structures, user
profiles, rights, and restrictions, and to test, evaluate, and
demonstrate (with limited public demonstration) the computer
and telecommunications services HVCN intends to provide.

b. ISTHMUS, AT ITS DISCRETION, MAY ALLOW HVCN TO
SHARE A PRESENT TELEPHONE MODEM AND TELEPHONE
LINE presently installed at ISTHMUS for such testing and
evaluation, or ISTHMUS may provide an additional modem and
telephone line with a separate number dedicated to HVCN for
testing and evaluation; in the case of a dedicated modem and
telephone line for testing and evaluation HVCN shall be
obligated to pay ISTHMUS the sum of THREE HUNDRED
($300.00) AND NO/100s DOLLARS for a new modem of the
same type and capability now being used by ISTHMUS for its
commercial purposes, and to pay ISTHMUS an amount equal
to the actual cost to ISTHMUS of the per month charges
(including all taxes and other imposed governmental charges)
for use of a separate telephone line and number for HVCN
testing and evaluation operations; such payment shall be made
within ten (10) days of request by ISTHMUS after installation of
the modem, telephone line, and related equipment attached to
ISTHMUS CORPORATION's network, and such telephone line
is activated. ISTHMUS will furnish true copies of telephone
billing records on request of HVCN.

c. IF INTERIM TESTING AND EVALUATION IS INSTITUTED,
ISTHMUS SHALL provide the capability of adding HVCN users
and accounts, including login names and passwords, and
access to HVCN active menus or other shells, and shall allow
the installation and maintenance of HVCN sponsored
community information files, including HTML files including
digitized graphics images associated with those files, if any,
provided that during the interim period, these users and
accounts shall be kept limited to a reasonable number of
individuals, organizations, and files as ISTHMUS determines will
not unreasonably interfere with the normal and anticipated
commercial activities of ISTHMUS and its commercial
customers.

d. IT IS THE INTENTION OF HVCN TO LIMIT THE INTERIM
USERS to members of the board of directors of HVCN, its
technical staff, and a limited number of users from agencies for
which HVCN is providing public services such as a location for
HTML Home Pages and email; and all such uses shall be
understood and acknowledged to be temporary and at the
discretion of ISTHMUS.

e. IF INTERIM TESTING AND EVALUATION IS INSTITUTED,
ISTHMUS shall allow limited testing of Internet programs and
protocols, such as File Transfer Protocol (FTP), Simple Mail
Transfer Protocol (SMTP) or other electronic mail transfer
protocols agreed to by ISTHMUS and HVCN, gopher, LYNX,
Hypertext Transfer Protocol Daemon (HTTPD), and others
mutually agreed to, and such software may and shall be tested
over the existing and any future direct Internet connection
hardware and telecommunications assets of ISTHMUS.

9. AVAILABILITY OF FUNDING - ACKNOWLEDGEMENT - WITHIN
THIRTY DAYS OF SECURING BANK-CLEARED FUNDING as
provided in paragraph 5 above, HVCN and ISTHMUS shall execute a
joint acknowledgement of the availability of funding and the date of
execution of such acknowledgement shall be the start date for the
initial term of this contract. "BANK CLEARED" funding is defined as
funds available to HVCN for orders-to-pay at the discretion of HVCN.

12. NOTICE OF INTENT NOT TO RENEW - In the event either party
gives actual written notice to the other of the intent not to renew in
the time provided above, then the party giving the notice will cause
the other party to have access to such programs, program access
(including root or supervisor access) facilities, equipment, programs,
media, back-up tapes or other media, and assets as are necessary to
effect an orderly and non-disruptive transition from the obligations
flowing to each other under this agreement. Both parties will use all
reasonable efforts to reduce any adverse effects upon the daily
operations of the other during the period of transition. All operations
performed as root or supervisor shall be in the presence and with the
consent of the other under this paragraph.

13. INITIAL MODEM BANK - PAYMENT - WITHIN FIFTEEN (15) DAYS
OF THE EFFECTIVE DATE OF THIS AGREEMENT AS DEFINED IN
PARAGRAPH 9 ABOVE, HURON VALLEY COMMUNITY NETWORK
WILL PAY the sum of THREE THOUSAND ($3,000.00) and no/100
DOLLARS to ISTHMUS CORPORATION for the purchase of TEN (10)
v.34 (of the same brand and type as used by ISTHMUS), or
equivalent, telephone modems, which price includes all necessary
connectors, adapters, cables, and rack space.

a. ADDITIONAL MODEMS may be purchased by HVCN from
ISTHMUS CORPORATION at the price of THREE HUNDRED
($300.00) and no/100 DOLLARS per modem (including all
accessories as noted above).

b. ISTHMUS CORPORATION shall procure the modems,
configure, and install them as a separate and distinct "hunt
group" in the existing telephone system of ISTHMUS
CORPORATION. These modems shall be on-line with the
telephone switch (PBX / CENTREX) of ISTHMUS, and shall
provide dial-up telephone access to the HVCN programs, files,
and services.

c. The purchase price for modems under this paragraph, and all
other paragraphs of this Agreement includes any charge by
the telephone service provider for line installation or activation
of and for the lines ISTHMUS already has available and
connected to its premises.

14. MODEM TELEPHONE CHARGES - MONTHLY - HVCN shall pay
ISTHMUS an amount equal to the actual cost to ISTHMUS of the per
month charges (including all taxes and other imposed governmental
charges) per telephone line PER MONTH (one for each modem), and
such payment shall be made beginning with the installation of the
telephone lines in the HVCN hunt group, and thereafter on the day of
the month requested by ISTHMUS CORPORATION.

15. DIGITAL TELECOMMUNICATIONS ACCESS TO THE INTERNET -
ISTHMUS presently maintains and pays for a commercial digital
telecommunications access to the Internet through Ameritech, Inc.,
the local telephone service provider presently operating in Washtenaw
County, Michigan; subject to any regulations of Ameritech, Inc.,
ISTHMUS will allow, without additional charge to HVCN, HVCN users
and members to use the present digital bandwidth of ISTHMUS until
such time as use by HVCN degrades or is reasonably anticipated to
degrade the commercial services of ISTHMUS, or until such time as
ISTHMUS, in its sole discretion determines to request HVCN to
secure and pay for the digital access required to operate the HVCN
system.

16. BACK-UPS - PROGRAMS AND DATA - ISTHMUS CORPORATION
SHALL, in the normal course of business, perform regular separate
back-ups of the HVCN programs, and shall provide interim back-ups
(all on an agreed-to schedule) of the data and user files and such
back-ups shall be produced on digital tapes or other media
acceptable to ISTHMUS, and secured and paid for by HVCN; such
back-ups shall be furnished to HVCN as they are performed, and
HVCN shall have the responsibility to pick-up and store the back-up
tapes off-site.

17. FILE SPACE - OPERATING FILES FOR HVCN - ISTHMUS will
provide sufficient file space on the storage devices of ISTHMUS to
store and operate the program files of HVCN. Prior to starting interim
or permanent operations, the parties will define and agree upon the
programs HVCN will be running, as well as the interface of those
programs with the operations of ISTHMUS;

18. FILE SPACE - PERSONAL FILES OF HVCN USERS - Provided it
does not adversely affect the commercial operational needs of
ISTHMUS and the commercial customers of ISTHMUS, ISTHMUS will
make hard disk file storage space available to HVCN for the use of
HVCN users and members; such file space will initially be maintained
on disks owned by ISTHMUS and connected to the existing Local
Area Network (LAN) being maintained by ISTHMUS at its present
location.

a. It is agreed that this service by ISTHMUS is temporary and
HVCN will, in a reasonable time, not to exceed 120 days from
the date notified by ISTHMUS, purchase hard disk drives or
comparable storage devices compatible with the then systems
of ISTHMUS (if connection to ISTHMUS system is
operationally necessary), and HVCN user/member files will be
moved to the HVCN hard disk drives.

b. HVCN anticipates making available up to one (1MB) megabyte
(defined as 1,048,576 bytes) per user or member for individual
configuration, email, and other personal disk files of the user or
member. HVCN anticipates, but does not guarantee or
promise, that average usage by users and members will be
around 300,000 (plus) bytes (300 kilobytes estimated) at any
given time.

c. HVCN may wish to make additional file space available for a
given user at a given time, for a fee. If such event arises,
ISTHMUS, subject to availability of free disk space, will make
such additional space available at the regular commercial rate
per megabyte per month (less any standard HVCN only
discount) to the persons designated by HVCN as members.
Such rate is based on the present published commercial rates
of ISTHMUS, less a discount available to HVCN members, and
is subject to change in the normal course of business of
ISTHMUS.

d. Until such time as HVCN has purchased and installed the hard
disk drives or other storage devices as provided in paragraph
18 a. above, ISTHMUS will make available to HVCN, ONE (1)
Megabyte, PER MEMBER OR USER, (or more as ISTHMUS
may determine) of disk storage space available for the use of
HVCN users and members.

19. ADDING, MAINTAINING, CORRECTING, REMOVING HVCN
USERS - INDIVIDUALS - HVCN will have the responsibility for
accepting, validating, and registering members and users of HVCN.
ISTHMUS, at its option, may require that ISTHMUS employees enter
or remove users on the ISTHMUS system, or may request that HVCN
provide personnel to accomplish this task. HVCN will maintain its own
paper user and membership files at a location other than ISTHMUS
but will provide ISTHMUS a list, updated at reasonable and regular
intervals, of authorized users and Members of HVCN; such list to be
confidential and to remain the property of HVCN, and ISTHMUS shall
not use, disclose, or transfer the information in the list for purposes
outside of this agreement without prior written authority of HVCN.

20. HVCN DOMAIN NAME - The parties shall use all reasonable efforts
to cause "hvcn.org" to be used as the domain name for the HVCN
system operated in cooperation with ISTHMUS. This means that they
will arrange to provide login and user names and email addresses for
HVCN users on the Internet such as , as
well as telenet to hvcn.org.

21. HTTPD SERVER - CGI SCRIPTING - ISTHMUS shall allow a
sufficient, but limited, number of UNIX shell accounts to be available
on its system for members of the HVCN Technical Committee, for the
purpose of developing the HVCN programs and program interfaces
for HVCN; ISTHMUS shall allow the use of server side (CGI) scripting
development as part of this development for HTML and World Wide
Web development, but in any event, ISTHMUS shall have the right to
set such procedures for review and testing before installation of such
scripts as ISTHMUS deems necessary for the protection of its system.

22. RADIUS SOFTWARE - USER AUTHENTICATION - MERIT - Merit
Network, Inc. - Michnet - HVCN and ISTHMUS both are, or intend to
be, authorized affiliates of Merit Network, Inc., and as such will be
required to operate within the authorization-of-user requirements of
Merit Network, Inc. when a user is accessing either system through
any network operated by Merit Network, Inc.

a. Merit Network, Inc. is operating a user-authentication scheme
based on RADIUS software which communicates with the
authorized users member computer system to validate the
authorization of the user, and to allow the authorized user
access to the Merit Network, Inc. operated telecomputing
network called Michnet.

b. HVCN and ISTHMUS will cooperate to provide the necessary
functionality for the RADIUS software (including operating two
sets of the software, if necessary) to provide for authentication
of HVCN users and members as being authorized under
"hvcn.org", and authorized users of ISTHMUS to be
authenticated under "izzy.net".

23. MERIT NETWORK, INC., MODEMS - HVCN intends to purchase a
number of telecommunications modems from Merit Network, Inc. in
addition to any modems purchased from or operated by ISTHMUS
for the benefit of HVCN, and ISTHMUS acknowledges and consents
to such purchase by HVCN.

a. Subject at all times to the rules, regulations, and acceptable
use policies of Merit Network, Inc., HVCN intends to use such
modems purchased from Merit Network, Inc. for the exclusive
use of HVCN users and members.

b. It is acknowledged that modems purchased from and
maintained by Merit Network, Inc., shall be installed at such
locations determined by Merit Network, Inc., and shall at all
times be subject to the usage rules of Merit Network, Inc.

c. HVCN shall endeavor to obtain from Merit Network, Inc. an
agreement to allow emergency joint use by ISTHMUS of the
HVCN modems purchased from Merit Network, Inc. in the
event of equipment breakdown or damage of ISTHMUS
equipment making such emergency use beneficial to ISTHMUS
and the commercial customers of ISTHMUS.

d. HVCN cannot guarantee the acceptance by Merit Network, Inc.
of the arrangement contemplated in this paragraph.

e. Any such emergency use shall always be subject to the
restrictions and time limits imposed by Merit Network, Inc.

24. PURCHASE OF MERIT ACCESS TOKENS BY HVCN -- HVCN may
purchase Merit Access "Tokens" from Merit Network, Inc. for the use
of HVCN users and members. The use of such Tokens shall be
under the same terms and conditions as provided in paragraph 23
above for modems purchased from Merit Network, Inc.

25. USER AND MEMBER LOGIN NAMES - Within the technical limits
and reasonable requirements of the software, and subject to
reasonable commercial requirements of ISTHMUS, all HVCN users
and member shall be allowed to select individual user / login names
on the system on the same basis as those of the commercial
customers of ISTHMUS; selection of usernames by HVCN and
ISTHMUS users, members, and customers shall be on a first-come,
first-served basis. Any conflict in the selection of a username shall be
resolved by ISTHMUS in its sole discretion.

a. The amount of file space provided by ISTHMUS under this
paragraph is undetermined at this time. It is reasonably
anticipated that between one (1MB) and (3MB) megabytes will
be required for each organization, with some variation
expected, and it is estimated that HVCN will need to support
files for between 25 and 50 agencies on an interim basis.

b. HVCN will endeavor to obtain necessary funds to purchase
sufficient hard disk drives or other comparable storage media
within a reasonable time, not to exceed SIX (6) months from
the date specified in paragraph 5 above, and when such
storage devices are installed on either the ISTHMUS system, or
are connected to a system owned by HVCN, all such
information files on the ISTHMUS system drives shall be moved
to HVCN disks or media.

c. HVCN may purchase hard disk drives and related controller
cards, cables, connectors, and power supplies (if needed) to
be used with the ISTHMUS owned equipment (subject to
technical approval of ISTHMUS for equipment compatibility), on
a temporary basis and later move them to be connected to the
HVCN processing station array.

a. ISTHMUS will use reasonable efforts to track and record the
usage of its central processing units and the load averages for
its system during the time HVCN users and members are
using the ISTHMUS system, and will share the information with
HVCN.

b. In the event the demands on the equipment of ISTHMUS does,
or is reasonably anticipated to, begin to significantly degrade
or otherwise adversely affect the commercial operations of
ISTHMUS or its commercial customers, HVCN will cause the
usage of the ISTHMUS systems by HVCN users and members
to be adjusted to lessen the adverse impact on the commercial
usage of ISTHMUS.

c. HVCN shall endeavor to acquire equipment of its own and to
move the operations of its system users and members to
HVCN equipment as soon as reasonably possible during the
initial term of this agreement.

28. CONFERENCING SOFTWARE - HVCN has been promised the free
use of computer conferencing software now being developed, and
may install and operate this software on the ISTHMUS system when
the software is available.

a. The conferencing software is intended for the use of HVCN
users and members, and is intended to be operated from the
ISTHMUS system on a temporary basis only, subject to future
agreement of the parties, and the software shall be moved to
the HVCN systems as soon as practicable after acquisition and
setup of the HVCN systems at ISTHMUS.

b. The installation and operation of this conferencing software
shall be subject to the technical approval of ISTHMUS to
ensure compatibility and the prevention of any significant
adverse affect on the operations of ISTHMUS equipment and
services.

c. The use of this conferencing software by ISTHMUS commercial
customers on the ISTHMUS systems may not be possible
without the express consent of the author/owner of the
software, and any holder of contractual rights to the software,
as well as the opinion of the tax advisors for HVCN, and an
agreement on the use between HVCN and ISTHMUS.

29. NEED FOR ADDITIONAL RANDOM ACCESS MEMORY - HVCN
CONTRIBUTION In the event the impact of the use of the ISTHMUS
system by HVCN members and users does, or is reasonably
anticipated to, begin to degrade the commercial operations of
ISTHMUS or its commercial customers, HVCN will make
arrangements with ISTHMUS to purchase individually, or jointly with
ISTHMUS, additional Random Access Memory (RAM) compatible with
the existing ISTHMUS system and to install such additional RAM on
the ISTHMUS system for joint use by ISTHMUS and HVCN.

a. IF HVCN purchases the RAM individually, the ownership of the
RAM shall remain in HVCN but shall be subject to joint use by
ISTHMUS and HVCN during the time such RAM is installed on
the ISTHMUS system at no charge to ISTHMUS.

b. ISTHMUS shall have the option to purchase the RAM from
HVCN at such time as HVCN acquires its own system.

c. The purchase price under paragraph 29 b. above shall be at
the depreciated book value of the RAM and any related
equipment as appearing on the financial records of HVCN at
the time of purchase. HVCN agrees that it will accept
installment payments over a period of one year, if desired by
ISTHMUS, and any installment payment shall only bear interest
at such rate as required by the IRC to avoid any imputation of
interest under the IRC.

d. The amount of RAM to be purchased shall be based on the
reasonably determined and anticipated needs of the system to
prevent significant degradation in service to the commercial
customers of ISTHMUS caused by the use of the system by
users and members of HVCN, and shall be negotiated
between ISTHMUS and HVCN. HVCN shall have the right to
purchase the RAM at the best price available to HVCN
provided that if HVCN purchases RAM with any non-
commercial discounts available to HVCN such purchase would
be subject to the laws, rules, regulations, and requirements,
including any prohibitions for commercial use, for such
purchase. The anticipated combined use of the RAM must be
disclosed to and approved by any agency or seller making
such discounted purchase possible for HVCN, in advance, and
in full.

e. In the event the RAM is purchased jointly, ISTHMUS shall have
the option to purchase or sell the RAM under the same terms
and conditions as in b. above, and in the event of a sale of the
interest of ISTHMUS in the RAM to HVCN, HVCN shall have
the same option to finance the purchase as afforded to
ISTHMUS above.

a. ISTHMUS will allow HVCN to connect its system to the Local
Area Network owned and operated by ISTHMUS together with
connections to the telecommunications equipment of ISTHMUS
(Centrex / PBX - terminal servers or equivalent, and router(s)
until such time as HVCN acquires separate equivalent
equipment of its own.

b. FUTURE OPERATION, BACK-UP, MAINTENANCE - as much
as technically and practically possible, HVCN and ISTHMUS
shall acquire and use compatible equipment and programs
and shall cooperate to provide emergency back-up service to
each other in the event of problems or failure of either system;
such back-up service to be on a temporary basis, and with
probable overall reduced functionality for both systems, until
such time as the problem or failure can be remedied using
reasonable efforts.

a. LANDLORD'S CONSENT - ISTHMUS shall procure the written
consent to this agreement of the OWNER/LANDLORD AND
any required RENTAL AGENT for the premises occupied by
ISTHMUS.

b. HVCN RECORDS, BACK-UPS, AND OTHER EQUIPMENT -
ISTHMUS shall obtain written agreement from the
OWNER/LANDLORD AND any required RENTAL AGENT that
all tangible property, programs, and intangible assets, books,
records, computer files, and other assets of HVCN shall be
and remain free of any landlord's lien for nonpayment of rent
or otherwise during the term of this agreement and any
renewal, and this agreement shall extend to any future
equipment or assets of HVCN.

c. IN ALL RESPECTS, other than the right of the
OWNER/LANDLORD AND any required RENTAL AGENT to
acquire or enforce any lien against HVCN, HVCN agrees that it
is subject always to the rights of ISTHMUS and the
OWNER/LANDLORD AND any required RENTAL AGENT under
the terms of the lease by ISTHMUS for the premises it now
occupies.

a. PRESENT INSURANCE MAINTAINED BY ISTHMUS - ISTHMUS
shall, if reasonably possible under the policy contracts and
carrier rules, have HVCN named as an additional insured
under the insurance policies of ISTHMUS presently in effect
(As listed on attached Schedule "Insurance"); HVCN shall pay
any increased premium under such policies caused by insuring
HVCN thereunder, provided such additional premium amounts
are first disclosed to HVCN and agreed to by HVCN in
advance of the obligation to pay.

b. FUTURE INSURANCE OF HVCN AND ISTHMUS - In future
operations HVCN and ISTHMUS shall endeavor to have each
other named as additional insureds where applicable, and
HVCN shall endeavor to provide separate liability, casualty and
other insurance for its operations and equipment as needed to
reasonably protect itself and ISTHMUS in light of the
operations of both parties.

34. ACCESS - EMERGENCY ACCESS - At the present time ISTHMUS is
operating all equipment, and will continue to operate all equipment
used to perform this agreement and provides to itself 24 hour seven
day 365 day year access to the premises and equipment for
maintenance, troubleshooting, and emergencies.

a. NON-EMERGENCY access by HVCN - HVCN shall have
access to the offices of ISTHMUS for all purposes provided in
this agreement during regular business hours of ISTHMUS,
and at such other times agreed to in advance by ISTHMUS.

b. EMERGENCY ACCESS by HVCN - HVCN shall have
emergency access to the offices of ISTHMUS and to the
equipment operated by HVCN, and if necessary for emergency
purposes, the equipment of ISTHMUS, under conditions
acceptable to ISTHMUS to be arranged and agreed upon
within a reasonable time after this agreement is effective under
paragraph 9 above.

35. USE OF ISTHMUS PERSONNEL for HVCN purposes - Isthmus
intends to provide a reasonable, but limited, amount of services to
HVCN consisting of adding, deleting and limited administering of user
accounts, and will be operating the ISTHMUS system, including
telecommunications equipment, providing back-ups, and other
ordinary and normal computer system and network system
operations and maintenance.

a. ISTHMUS will provide a reasonable amount of these services
without charge to HVCN in the initial testing and the initial
operational stages of the HVCN system, provided that such
services are not an unreasonable burden on ISTHMUS, in the
opinion of ISTHMUS, and provided that ISTHMUS may, on
reasonable notice require HVCN to either furnish these
services to HVCN itself, or to pay ISTHMUS a reasonable
amount for the services of ISTHMUS personnel, which shall be
calculated at the out-of-pocket cost for ISTHMUS, including
costs of FICA tax contributions, unemployment tax
contributions, other generally applicable employee costs and
benefits as represented on the wage and tax statements for a
typical employee of ISTHMUS, but not including extraordinary
expenses such as reimbursable auto, meal, entertainment,
travel or other variable employee expenses.

b. IF ISTHMUS REQUESTS PAYMENT, HVCN shall be afforded a
reasonable opportunity to secure funding, or a commitment for
funding satisfactory to ISTHMUS, for such payment, not to
exceed NINETY (90) days from the date of the request by
ISTHMUS.

c. The amount of the payment to ISTHMUS under these
paragraphs shall be in proportion to the cost of the personnel
to ISTHMUS and the usage of the personnel by HVCN.

d. ISTHMUS personnel shall not operate motor vehicles for the
purpose of accomplishing HVCN business unless and until
HVCN is named as an insured party against public liability and
property damage on any applicable automobile insurance, or
has secured equivalent insurance of its own.

e. HVCN personnel shall not operate motor vehicles for the
purpose of accomplishing ISTHMUS business unless and until
ISTHMUS is named as an insured party against public liability
and property damage on any applicable automobile insurance,
or has secured equivalent insurance of its own.

36. TAX IMPACT - DEDUCTIONS - ISTHMUS and HVCN shall endeavor
to secure to ISTHMUS, within the requirements and limits of the
Internal Revenue Code, applicable rules and regulations, such tax
deductions and benefits as are lawful and just resulting from the
operation of this agreement and the services ISTHMUS is providing to
HVCN at or below fair market value; the parties shall submit to their
respective accountants full information to enable the accountants to
reach agreement on these tax deductions for ISTHMUS, and the
resulting reportable income for HVCN.

a. In the event of any dispute between the accountants as to the
tax impact of any transactions the parties shall immediately
cease any operations causing such dispute.

b. In the event of any tax consequence which in the sole opinion
of the tax advisors of HVCN would, or would tend to,
jeopardize the IRC Section 501(c)(3) tax-exempt status of
HVCN, the parties agree to take such steps, including
termination of this agreement, required to remedy such
adverse effect.

37. HVCN - PURCHASING ASSETS - POSSIBLE EDUCATION OR
OTHER DISCOUNTS - HVCN, as a non-profit, tax exempt Michigan
corporation may have certain educational or other purchasing
discounts available to it for furthering its charitable purposes; such
discounts or tax exemptions are premised upon the charitable nature
of HVCN and are not available to for-profit enterprises such as
ISTHMUS.

a. ISTHMUS and HVCN agree they will jointly disclose such
information as is reasonably necessary concerning the use of
any equipment purchased by HVCN to such institutions or
governmental authorities as may be required to enable HVCN
to avail itself of any discounts or tax exemptions contemplated
here.

b. ISTHMUS acknowledges there may be restrictions on use of
equipment or services purchased or otherwise acquired by
HVCN due to the nonprofit and tax exempt status of HVCN,
and ISTHMUS agrees to cooperate with HVCN in assuring
there is no prohibited use by ISTHMUS of assets of HVCN that
would in any way jeopardize the tax exempt status of HVCN or
would tend to violate any applicable law, rule, or regulation.

39. RECORDS, BOOKKEEPING, ACCOUNTING - HVCN and ISTHMUS
shall keep corporate books, records, and information according to
generally accepted accounting standards for their respective
corporate status, and shall, subject to the rights of ISTHMUS, as a
private corporation, make such information available to each other as
reasonably required by either party to conform with the
responsibilities under this agreement.

a. HVCN will not make any financial or other private information
concerning ISTHMUS available to the public, or to any
individual (other than the legal and tax advisors of HVCN)
without the prior written consent of ISTHMUS; HVCN shall
inform ISTHMUS, in advance and in writing, prior to making
any financial or other private information about ISTHMUS,
available to any tax or legal advisor of HVCN.

41. MUTUAL HOLD HARMLESS - DEFEND ETC. - HVCN and ISTHMUS
shall enter into mutual hold-harmless and agreements-to-defend,
satisfactory to the legal counsel of each other prior to beginning
interim or other operations under this agreement.

42. REVISIONS IN COMMUNICATIONS LAW, TAX LAW, CORPORATE
LAW - effect and remedies of the parties if contract becomes
burdensome - In the event of changes in the laws, rules, or
regulations, federal, state, or local, which cause, or would reasonably
tend to cause, the operation of this agreement to become
burdensome on either party, that party may elect to terminate this
agreement in the same manner as provided in paragraphs 11 and 12
above.

43. AGREEMENT TO BE A PUBLIC DOCUMENT - This agreement shall
be published on the World Wide Web pages of HVCN and the
content shall be available to any nonprofit organization without charge
or permission. For-profit use shall be prohibited without permission
of ISTHMUS and HVCN.

44. VENUE - The venue for any action filed to enforce any rights, duties,
or obligations under this agreement shall be the state courts in
Washtenaw County, Michigan.

45. MICHIGAN LAW CONTROLS - This agreement shall be controlled
by, and interpreted under, the statutory and case law of the State of
Michigan, except where matters of tax law require referral to federal
laws of taxation.

46. SEVERABILITY - If any part of this agreement is found invalid or
unenforceable, the invalidity or unenforceability of that part shall not
affect the remaining parts of the agreement.

47. EXECUTED IN DUPLICATE ORIGINALS - This agreement shall be
executed in duplicate originals and one original shall remain in the
possession of each party, and shall be complete evidence of this
agreement.

49. CONTINGENT ON RATIFICATION OF BOARD OF DIRECTORS -
This Agreement is contingent upon the ratification of the respective
board of directors of ISTHMUS and HVCN, and the parties will cause
resolutions ratifying this agreement to be enacted and true copies
delivered to each other within TEN (10) days of execution by the
executive officers of each corporation.